🧾 What This Document Is

This is a Form 8-K, a mandatory "current report" filed with the SEC to announce major, specific events that shareholders should know about. Think of it as a breaking news alert from the company. This particular filing announces significant changes to Core & Main's board of directors and leadership.

🏢 What The Company Does

👉 In simple terms, Core & Main (CNM) is a major national distributor of water, wastewater, and fire protection products. They supply pipes, valves, hydrants, and related infrastructure materials to municipalities, contractors, and businesses. They are a key player in maintaining and building America's essential water systems.

👥 Boardroom Shuffle: The Key Moves

The big news here is a leadership transition at the very top, effective April 1, 2026.

🚀 New Director Appointed: M. Susan Hardwick joins the board. She's a seasoned executive, having been the CEO and CFO of American Water Works (AWK), a giant in the regulated water utility industry. Her expertise is directly relevant to Core & Main's core market.

👔 Executive Chair Retires: Stephen LeClair is stepping down from his roles as Executive Chair and Chair of the Board.

🔄 Leadership Succession: James Castellano, the former Lead Independent Director, becomes the new Chair of the Board. James Hope becomes the new Chair of the Audit Committee.

💰 What The New Director Gets Paid

Board service isn't free! Ms. Hardwick's compensation aligns with other directors:

• Annual total: ~$235,000
• $130,000 in Company stock (restricted stock units)
• $95,000 in cash
• +$10,000 cash for serving on the Talent and Compensation Committee. 👉 This shows the company pays competitively to attract high-caliber industry experts to guide its strategy.

📅 Key Dates & Documents

• Effective Date: All these changes take effect on the "Transition Date" of April 1, 2026.
• Term: Ms. Hardwick's board term runs until the 2027 annual shareholder meeting.
• Press Release: The company issued a formal press release (Exhibit 99.1) to publicly announce these moves.
• Indemnification: The company has a standard agreement to legally protect Ms. Hardwick in her role as a director, a common practice.

⚖️ Big Picture: Strengths & Risks

👍 Strengths/Why This Matters:

• Strategic Expertise: Adding a former CEO of a major water utility brings deep, relevant industry insight to the board. This is a major asset for a company serving that very sector.
• Smooth Transition: The succession plan (moving the Lead Independent Director to Chair) provides stability and maintains strong, independent governance.

⚠️ Risks/What to Watch:

• Leadership Change: Any transition at the Chair level can shift strategic dynamics. Investors will watch to see if this leads to new priorities.
• Integration: How effectively the new director's experience is integrated into the company's long-term plans is key.

🔮 What This Signals

This filing isn't about financial results; it's about governance and future strategy. The moves signal:

1. A strategic refresh of the board with highly relevant industry experience.
2. A commitment to strong independent oversight by elevating the Lead Independent Director to Chair.
3. Planning for the future by bringing in fresh perspectives at the board level.

🧠 The Analogy

Think of Core & Main as a specialized sports team that just made two major off-season moves. They hired a legendary former player from a rival league (Hardwick) as a special advisor and promoted their respected assistant coach (Castellano) to be the new head of the front office. It’s all about strengthening leadership and bringing in a winning playbook for the next season.

📇 Key Contacts & People

• M. Susan Hardwick: Newly appointed Director.
• Stephen LeClair: Former Executive Chair and Chair of the Board (retiring).
• James Castellano: New Chair of the Board (formerly Lead Independent Director).
• James Hope: New Chair of the Audit Committee.
• Robert Buck: New member of the Audit Committee.
• Mark G. Whittenburg: General Counsel and Secretary (signed the filing).
• Registrant Contact: Core & Main, Inc., 1830 Craig Park Court, St. Louis, Missouri 63146. Phone: (314) 432-4700.

🧩 Final Takeaway

Core & Main is strategically refreshing its board with a top water industry veteran while ensuring a stable governance transition. This move is less about today's numbers and more about aligning expert leadership for tomorrow's challenges in the water infrastructure market.